-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OVzaE+Vd2H4bVEeCnGsi+bU0yX/3jeCljTxkKBvPEmjIWfmSmjxXkbQmH2mXPFEw iZHb/HWX39CCcfg2a2v91Q== 0001181431-10-051220.txt : 20101018 0001181431-10-051220.hdr.sgml : 20101018 20101018184401 ACCESSION NUMBER: 0001181431-10-051220 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20101014 FILED AS OF DATE: 20101018 DATE AS OF CHANGE: 20101018 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SOMMA RANDE S CENTRAL INDEX KEY: 0001205042 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34903 FILM NUMBER: 101128837 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Tower International, Inc. CENTRAL INDEX KEY: 0001485469 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 208879584 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 17672 LAUREL PARK DRIVE NORTH STREET 2: SUITE 400E CITY: LIVONIA STATE: MI ZIP: 48152 BUSINESS PHONE: 248-675-6000 MAIL ADDRESS: STREET 1: 17672 LAUREL PARK DRIVE NORTH STREET 2: SUITE 400E CITY: LIVONIA STATE: MI ZIP: 48152 FORMER COMPANY: FORMER CONFORMED NAME: Tower Automotive, LLC DATE OF NAME CHANGE: 20100225 4 1 rrd288793.xml FORM 4 X0303 4 2010-10-14 0 0001485469 Tower International, Inc. TOWR 0001205042 SOMMA RANDE S C/O TOWER INTERNATIONAL, INC. 17672 LAUREL PARK DR. NORTH, SUITE 400E LIVONIA MI 48152 0 0 0 1 Board Advisor Common Stock, par value $0.01 per share 2010-10-14 4 P 0 10000 13.00 A 10000 D Restricted Stock Units 2010-10-15 4 A 0 130446 0 A Common Stock 130446 130446 D These shares were purchased through a directed share program established by Tower International, Inc. (the "Company") as part of its initial public offering. Each restricted stock unit (collectively, the "RSUs") represents a contingent right to receive one share of the common stock, par value $0.01 per share (the "Common Stock"), of the Company. Fifty percent (50%) of the RSUs vest nine months after the consummation of the Company's initial public offering (the "First Vesting Date") and the balance of the RSUs will vest eighteen months after the consummation of the Company's initial public offering (the "Second Vesting Date"); provided, however, that such RSUs will vest in full upon the occurrence of a "change in control" of the Company, as defined in the Tower International, Inc. 2010 Equity Incentive Plan (the "Plan") (Continued in footnote 4) ; provided further, however, that if the Company terminates the reporting person's employment for any reason other than for "cause," as defined in the Plan, or the reporting person's employment terminates due to death or disability, (a) if the non-cause termination event occurs prior to the First Vesting Date, 50% of the RSUs will vest on the earlier to occur of (i) the First Vesting Date and (ii) December 31 of the calendar year during which such non-cause termination occurs, and (b) if the non-cause termination event occurs after the First Vesting Date but before the Second Vesting Date, 100% of the RSUs will vest on the earlier to occur of (i) the Second Vesting Date and (ii) December 31 of the calendar year during which such non-cause termination occurs (Continued in footnote 5) ; provided further, however, that, pursuant to the reporting person's Service Agreement with the Company, dated December 1, 2007 (as amended, the "Service Agreement"), if the Service Agreement expires on January 2, 2012 without offer of renewal by the Company, or if the Company terminates the Service Agreement during its current term without Cause (as defined in the Service Agreement), or if a Liquidation Event (as defined in the Service Agreement) occurs, (X) if such termination occurs within nine months after the consummation of the Company's initial public offering, such RSUs shall vest in full on the earlier of the last day of such nine month period or December 31 of the year in which such termination occurs, and (Continued in footnote 6) (Y) if such termination occurs more than nine months but less than 18 months after the consummation of the Company's initial public offering, such RSUs shall vest in full on the earlier of the last day of such eighteen month period or December 31 of the year in which such termination occurs. /s/ Nanette Dudek, Attorney-in-Fact 2010-10-15 -----END PRIVACY-ENHANCED MESSAGE-----